Exhibit 10.12


 





 


CONFIDENTIAL


 


November 15, 2018


 


Mr. Manuel Rivero


2324 Centennial Loop


Round Rock, TX 78665


 


Dear Manuel:


 


On behalf of Waitr Holdings Inc. (the “Company”),
I am pleased to offer you (“you” or “Employee”) a position with the Company on the terms
and conditions set forth below. This letter confirms to you the Company’s offer of employment pursuant to previous discussions
with you.


 


The principal terms of our offer are as
follows:


 


		1.	Start Date and Responsibility.  You will start working for the Company on a full-time
basis, effective as of November 15, 2018. The Company is offering you the position of Chief Architect of the Company. You will
report directly to the Chief Executive Officer of the Company. In your position, you shall have such duties and responsibilities
as are commensurate with such position at similarly-situated companies and such additional duties as may be assigned by the Chief
Executive Officer of the Company from time to time.



 


		2.	Principal Place of Employment.  Subject to reasonable travel, you will perform your
duties on behalf of the Company at the Company’s offices in Lafayette, Louisiana.



 


		3.	Compensation.



 


		a.	Base Salary.  The Company will pay you a base salary of $150,000 per year (“Base
Salary”) in accordance with the Company’s standard payroll practices as in effect from time to time, subject to
applicable withholding taxes and deductions.



 


		b.	Discretionary Annual Bonus.  For each completed fiscal year of the Company during the
term of your employment, you will be eligible to earn a discretionary annual cash bonus with a target bonus opportunity equal to
60% of your Base Salary, based upon the attainment of performance metrics to be established, and as determined, by the Board of
Directors of the Company in its sole discretion.



 




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		c.	Equity Award.  You will be entitled to receive an equity award under the Waitr Holdings
Inc. 2018 Omnibus Incentive Plan (the “Plan”) of a stock option to purchase 50,000 shares of common stock of
the Company (the “Award”). The Award will vest in three (3) equal installments over a three-year service period
following the grant date and will be subject to the terms and conditions set forth in the Plan and the applicable award agreement
to be entered into between the Company and you.



 


		d.	Car Allowance.  You will be entitled to receive a car allowance of $1,000 per month.



 


		4.	Employee Benefits.  You will be entitled to paid time off on an annual basis in accordance
with the Company’s policies. Holidays will be observed and paid in accordance with Company policy. You will have the opportunity
to participate in any retirement, health, welfare and fringe benefit plans maintained by the Company from time to time on terms
generally applicable to senior executives of the Company, subject to eligibility pursuant to the terms of such programs. The Company
will reimburse you in an amount equal to $800 per month for the monthly premiums due under the Company benefit plans for yourself
and your dependents.



 


		5.	Employment at Will.  Notwithstanding anything in this letter to the contrary, you will
be considered an “employee-at-will,” and both you and the Company have the right to terminate the employment relationship
at any time and for any reason.



 


		6.	Withholding.  All payments made to you pursuant to this letter will be subject to applicable
withholding taxes, if any, and any amount so withheld shall be deemed to have been paid to you for purposes of amounts due to you
under this letter.



 


		7.	Section 409A of the Code.  This letter is intended to either comply with, or be exempt
from, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the interpretative guidance thereunder,
including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions. This
letter shall be construed and interpreted in accordance with such intent.



 


		8.	Governing Law.  This letter shall be construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and performance of this letter shall be governed by, the laws
of the State of Louisiana, without giving effect to provisions thereof regarding conflict of laws.



 


		9.	Complete Agreement.  This letter embodies the complete agreement and understanding
among the parties and supersedes and preempts any prior understandings, agreements, or representations by or among the parties,
written or oral, which deal with the matters set forth herein.



 


[Signature page follows.]


 




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Should you have any
questions regarding this offer, please contact me.


 


Sincerely,


 


	WAITR HOLDINGS INC.	 
	 	 
	/s/ Chris Meaux	 
	Name: Chris Meaux	 
	Title:   Chief Executive Officer	 


 


[Signature Page to Offer Letter]


 




     


     


    

 


The undersigned accepts
the above employment offer and agrees that this letter supersedes all prior written or verbal understandings or agreements between
the parties regarding the matters described in this letter. By accepting this offer, the undersigned acknowledges that no prior
employment obligations or other contractual restrictions or conditions of any nature whatsoever exist which preclude or relate
to the undersigned’s employment with the Company. It is further understood that this offer and the terms included are confidential
and disclosure by you may cause the Company to withdraw this offer.


 


	Accepted by:	 	 	 
	 	 	 	 
	/s/ Manuel Rivero	 	11/14/2018	 
	Manuel Rivero	 	Date	 


 


[Signature Page to Offer Letter]